Terms of Service

 

Acceptance of the Website Terms and Conditions of Use

These website terms and conditions of use for searcheye.io constitute a legal agreement and are entered into by and between you and Framestr Inc. (“Company” “we,” “us,” “our” or “SearchEye“). The following terms and conditions, together with any documents and/or additional terms they expressly incorporate by reference (collectively, these “Terms and Conditions” or this “Agreement“), govern your access to and use of, including any content, functionality, and services offered on or through searcheye.io (the “Website“).

BY USING THE WEBSITE OR BY CLICKING TO ACCEPT THE TERMS AND CONDITIONS, OR BY OTHERWISE AGREEING TO BE BOUND BY THESE TERMS AND CONDITIONS IN WRITING, YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS AND CONDITIONS AND OUR PRIVACY POLICY, FOUND AT https://searcheye.io/privacy-policy/, INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE WEBSITE.

By using this Website, you represent and warrant that you are of the legal age of majority under applicable law to form a binding contract with us and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Modification to the Terms and Conditions and to the Website

We reserve the right in our sole discretion to revise and update these terms and conditions from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Website. You agree to periodically review the terms and conditions in order to be aware of any such modifications and your continued use shall be your acceptance of these.

The information and material on this Website may be changed, withdrawn, or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Website is restricted to users or unavailable at any time or for any period.

Definitions

When used in these Terms and Conditions, the following terms have the following meanings:

  1. “brand signals” means the use of mentions, quotes or links by publishers that refer to the brand.
  2. “Client” means a user of the Website that has a Subscription Account.
  3. “Credits” refer to credits that are available for use towards Digital PR Deliverables and products available exclusively on the Website.
  4. “Digital PR” means the acquisition of mentions, quotes, links, online on properties including, but not limited to, websites, in videos, podcasts, and social media.
  5. “Digital PR Deliverables” refers to links, content and/or productized Digital PR purchased through the Website.
  6. “link building” means the inclusion of a hyperlink from the publisher pointing to a web page of the brand including, but not limited to, in newly written articles, previously published content, or in other contexts on a publisher’s website or other properties.
  7. “mentions” means the mention of a brand or person working for the brand by the publisher.
  8. “Payment” means the fee charged for each Service billing cycle or term.
  9. “quotes” means the quoting of a brand or person working for the brand by the publisher.
  10. “Services” means all work, consulting, support, implementation, optimization, updates, and other services performed by us to you pursuant to this Agreement or as otherwise agreed with the Client.
  11. “User” means a user of the Website, and includes Clients.

Your Use of the Website and Account Set-Up and Security

The security of your personal information is very important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.

The safety and security of your information also depends on you. Users are responsible for obtaining their own access to the Website. Users are required to ensure that all persons who access the Website through a User’s internet connection are aware of these Terms and Conditions and comply with them. The Website, including content or areas of the Website, may require user registration. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete.

Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Website. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.

Any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that should you be provided an account, your account is personal to you, and you agree not to provide any other person with access to this Website or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access.

We reserve the right at any time and from time to time, to disable or terminate your account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any violation of these Terms and Conditions.

You are prohibited from attempting to circumvent and from violating the security of this Website, including, without limitation: (a) accessing content and data that is not intended for you; (b) attempting to breach or breaching the security and/or authentication measures which are not authorized; (c) restricting, disrupting or disabling service to users, hosts, servers, or networks; (d) illicitly reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting Website owner’s ability to monitor the Website; (f) using any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website; (g) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (h) attacking the Website via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing; and (i) otherwise attempting to interfere with the proper working of the Website.

Conditions of Use and User Submissions and Site Content Standards

As a condition of your access and use of the Website, you agree that you may use the Website only for lawful purposes and in accordance with these Terms and Conditions.

The following site content standards apply to any and all content, material, and information a User submits, posts, publishes, displays, or transmits (collectively, “submit“) to the Website or to or for other Users, including where a User creates content to be published together with Digital PR (collectively, “User Submissions“). Any and all User Submissions must also comply with all applicable federal, provincial, local, and international laws, regulations, and terms of service.

Without limiting the foregoing, you warrant and agree that your use of the Website and any User Submissions shall not:

  1. In any manner violate any applicable federal, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and Conditions and our Privacy Policy found at https://searcheye.io/privacy-policy/
  2. In any manner violate the terms of use of any third-party website that is linked to the Website, including but not limited to, any third-party social media website.
  3. Include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in Company’s sole discretion.
  4. Involve stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable laws, regulations, or code.
  5. Involve, provide, or contribute any false, inaccurate, or misleading information.
  6. Include sending, knowingly receiving, uploading, downloading, using, or reusing any material that does not comply with the Conditions of Use and User Submissions and Site Content Standards.
  7. Impersonate or attempt to impersonate the Company, a Company employee, another User, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
  8. Transmit, or procure the sending of, any advertisements or promotions without our prior written consent, sales, or encourage any other commercial activities, including, without limitation, any “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation.
  9. Encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or Users of the Website or expose them to liability.
  10. Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person.
  11. Promote any illegal activity, or advocate, promote, or assist any unlawful act.
  12. Give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.

Your Responsibilities

You agree to:

  1. Have read, understood, and accepted as binding all definitions, rights, and obligations outlined in these Terms and Conditions.
  2. Nominate a suitable individual to act as your representative to liaise with us regarding the Services.
  3. Obtain and maintain all necessary permissions and consents in connection with the Services.
  4. Meet the payment schedules and requirements defined in these Terms and Conditions.
  5. Approve strategy and deliverables.

Subscriptions

Pro Subscriptions

Our Pro Memberships (referred to as “Pro Accounts”) will activate from the checkout date. Pro Accounts will renew automatically on the first day of every monthly cycle. If there’s an instance of non-payment, the account will be downgraded to our Free Account tier. All existing credits and tokens will remain available.

Enterprise and Agency Subscriptions

Our Enterprise Memberships and Agency Memberships (“Subscription Accounts”) will be effective starting on the date you click “Accept” or expressly agree in writing to subscribe to a Subscription Account. Subscription Accounts will have an initial term of 12 months. Subscription Accounts will automatically renew at the end of each 12-month period for an additional 12-months unless you provide us with written notice at least thirty (30) days’ prior to the end of the term then in effect, or this Agreement is otherwise terminated in accordance with the terminations provisions hereunder. You continue to be obligated to make all payments and comply with these Terms and Conditions for the duration of the initial term and any renewal terms.

Payment

All payments will be made via direct deposit, wire or credit card. All payments hereunder are in U.S. Dollars.

Payment Terms. Client has the option of selecting either monthly or annual billing in accordance with the Subscription Plan they have elected using the Company’s order form. Client may elect to pay for additional Services but shall not be permitted to downgrade their respective Subscription Plan.

Additional Charges. In addition to the purchase of Digital PR Deliverables, content and/or link-building through the Website, any ad hoc services not specified will be billed at a rate of $200 / hour. All billable time will be approved by the Client before commencing.

Credits. You acknowledge and agree that Credits associated with your SearchEye account are non-refundable and do not expire, unless otherwise determined at Company’s sole discretion. 1 credit has a value of $1 on the SearchEye platform but no cash value.

Disputes. You agree to promptly provide us with written notice of any disputes or concerns you have with respect to any invoices, charges, and payments made hereunder; and in any case, you shall notify us of such a dispute or concern within thirty (30) days of your receipt of such invoice or charge to allow ample time for us to address your concern.

Intellectual Property

Ownership of Website. You understand and agree that the Website and its entire contents, features, and functionality, including, but not limited to, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangement, are owned by the Company, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including, without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

The Company name, the SearchEye tradename and logo and all related names, logos, product and service names, designs, images, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on this Website are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.

Users are not permitted to modify copies of any materials from this Website nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site. If you print off, copy, or download any part of our Website in breach of these Terms and Conditions, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the Website or to any content on the Website, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

Ownership of Deliverables. Each Digital PR Deliverable produced by SearchEye and paid for hereunder by the Client shall be the sole and exclusive property of the Client. In the event that any portion of the Digital PR Deliverable is copyrightable subject matter produced by SearchEye, SearchEye hereby assigns all right, title and interest of SearchEye in and to such Digital PR Deliverable to the Client and agrees to execute all documents reasonably required to evidence such assignment at the cost of the Client.

Creation of Content. Where you produce content or otherwise contribute to or produce any work that is required by or used by another User in connection with any Digital PR (for example, where you write content and incorporate Digital PR for another Client), you hereby represent and warrant to SearchEye and to such Client that such content does not infringe on the intellectual property of any third party, and is either original work or is being used under a valid licence.

Third Party Materials. Notwithstanding the foregoing, it is understood that SearchEye may, with Client’s approval, license materials from third parties for inclusion in the Digital PR Deliverables. In such circumstances, certain usage restrictions may apply, and ownership of the licensed materials will remain with the licensor at the conclusion of the term of the license. SearchEye shall keep the Client informed of the terms of such licenses, and the Client agrees to remain bound by the same at all times. SearchEye represents and warrants that it has or will obtain all necessary rights and licenses to use any third party materials prior to inclusion in the final Digital PR Deliverables.

SearchEye Materials. The parties acknowledge and agree that the Digital PR Deliverables may incorporate certain of SearchEye’s proprietary techniques, know-how, methodologies, processes, and trade secrets (the “SearchEye Materials”). Client acknowledges and agrees that, notwithstanding anything herein, SearchEye shall retain exclusive ownership of SearchEye Materials, including but not limited to any intellectual property rights therein; provided, however, that SearchEye hereby grants to Client an irrevocable, perpetual and royalty-free license to use SearchEye Materials solely to the extent included or embodied within the Digital PR Deliverables in order to ensure Client’s full use of such Digital PR Deliverables for their intended purpose.  SearchEye represents and warrants that it has or will obtain all necessary rights and licenses to use SearchEye Materials in the Digital PR Deliverables. SearchEye may revoke the above licence at any time if the Client breaches these Terms and Conditions.

Client Materials. The parties acknowledge and agree that the Digital PR Deliverables may incorporate certain materials developed, obtained and/or furnished by Client, including copyrightable material, trademarks, domain names, or logos owned by Client, clips, substantiation materials, comparative claims, recordings, images, use of on-camera talent, clearances, and other intellectual property (the “Client Materials”). SearchEye acknowledges and agrees that Client shall retain exclusive ownership of the Client Materials, including but not limited to any intellectual property rights therein. Where a Client purchases Digital PR (including brand signals, link building, quotes and mentions), that Client hereby grants to SearchEye an irrevocable, perpetual, fully transferable and royalty-free license to use the Client Materials in the performance of Services and creation of Digital PR Deliverables hereunder. Client agrees that SearchEye can transfer such license to a third party for the purpose of publishing such Digital PR Deliverables. Client represents and warrants that it has or will obtain all necessary rights and licenses to use the Client Materials in the Digital PR Deliverables, and that the Client Materials are not false, deceptive, or lacking adequate substantiation, and do not infringe upon the intellectual property rights of any third party.

Termination

Client 30-Day Termination. Unless otherwise expressly agreed to by SearchEye at the time a Client subscribes for a Subscription Account, Clients may terminate any Subscription Plan within the first thirty (30) days by providing written notice to us before the end of such thirty (30) day period, provided that Client shall remain obligated to pay any amounts incurred during such thirty (30) day period.

General Termination. Either party has the right to terminate this Agreement immediately if the other:

  1. Has committed a breach of this Agreement, unless the breach is capable of remedy (except for non-payment), in which case the innocent party will have the right to terminate if the other party has failed to remedy the breach within thirty (30) days after receiving written notice to do so; or
  2. Goes into bankruptcy or liquidation either voluntary or compulsory (except for the purpose of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.

Company Termination. We have the right to terminate the Agreement, at any time, for any of the following reasons:

  1. There shall be any law that makes the provision of the Services illegal or otherwise prohibited, or any governmental authority shall have issued a governmental order restraining or enjoining the provision of the Services; or
  2. The Company ceases to offer the relevant Service(s).

If this Agreement is terminated, you will also be required to pay us immediately for any other undisputed Services we have provided at your request that have not yet been paid for.

Any and all obligations of the parties, which either expressly or by their nature continue beyond the termination date of the Agreement, will survive termination.

Marketing Materials

Client hereby permits Company to use Client’s trademarks, tradenames and logos solely to identify Client as a client of the Company in the Company’s marketing materials, and Client hereby grants Company a fully paid-up, royalty free, non-assignable, perpetual, worldwide and irrevocable licence to use Client’s trademarks, tradenames and logos solely for such purpose and for no other purpose. Client may opt out of such use at any time by written notice to the Company, at which point the Company will cease all use of such trademarks, tradenames and logos and the above licence will be terminated.

Non-Solicitation

Client agrees not to solicit any employees or contractors of the Company during the term of any Subscription Plan and for 12 months after the termination of such Subscription Plan. The foregoing shall not restrict the Client from hiring any person who responds to a public advertisement or general solicitation for employees not specifically targeted to an employee of the Company.

Geographic Restrictions

The owner of the Website is based in Ontario, Canada. This Website is not intended for use in any jurisdiction where its use is not permitted. If you access the Website from outside Canada, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.

Disclaimer of Warranties

This Agreement is entered into with the mutual understanding that a specific search result ranking, domain rating, or similar metric is not in any way guaranteed by us to you. It is also mutually understood that since search engines have their own proprietary algorithms that change with time, we will perform the Services within our exclusive scope of abilities in any given moment.

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

NEITHER THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE WEBSITE OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS REPRESENT OR WARRANT THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE WEBSITE AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

Limitation on Liability

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT, BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE WEBSITE, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES, NOR ANY WEBSITE CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON.

IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES, YOUR USE OF THE WEBSITE OR THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO THE COMPANY FOR SERVICES ACTAULLY RENDERED IN THE 3 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to your breach of these Terms and Conditions or your use of the Website, including, but not limited to, third-party sites, any use of the Website’s content, services, and products other than as expressly authorized in these Terms and Conditions.

Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations under this Agreement where such failure or delay results from any cause that is beyond the reasonable control of that party.

Such causes include, but are not limited to: strike, lockout, civil unrest, shortages, accidents, casualties, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, epidemics.

Governing Law and Choice of Forum

The Website and these Terms and Conditions will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the laws of the Province of Ontario or any other jurisdiction) and notwithstanding your domicile, residence, or physical location.

Any action or proceeding arising out of or relating to this Website or under these Terms and Conditions will be instituted in the courts of the Province of Ontario and/or the Federal Court of Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.

Transfer of Rights and Obligations

This Agreement may not be assigned or transferred by Client, in whole or in part, without the prior written consent of the Company.  The Company may assign this Agreement to an affiliate or in connection with a merger, consolidation or sale of all or substantially all of its assets or a controlling interest in its equity without consent of or notice to the Client.

Waiver

No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms and Conditions operates, or may be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Confidentiality

Each party agrees to keep in confidence and not to disclose or use for its own respective benefit, or for the benefit of any third party (except as may be required for the performance of services or obligations under this agreement or as may be required by law), any  nonpublic information, data, documents, or materials that are reasonably considered confidential, including, but not limited to, regarding each other’s products, business, customers, clients, suppliers or methods of operation (collectively, “Confidential Information”); provided, however, that such obligation of confidentiality will not extend to (i) information which is rightfully  known to the receiving party prior to entering into this Agreement; (ii) information provided by a third party that is not subject to a confidentiality agreement; (iii) information which is required to be disclosed as a matter of law, provided notice is given to the other party, and if requested, reasonable assistance is provided to obtain a protective order; (iv) information which is in the public domain; and (v) information that is independently developed without access to or use of Confidential Information.

Upon completion of the Agreement, we will either return to you or securely and permanently destroy, delete, and/or erase all documents, records, and or/files, including, without limitation, all originals, copies, and derivative works, in hardcopy, electronic or other form or format, which contain, reference or incorporate your data and or any data provided by you to us under this Agreement.

Reporting and Contact

This website is operated by Framestr Inc., 468 Queen Street East, Toronto, Ontario, Canada, M5A 1T7.

Should you become aware of misuse of the Website including libelous or defamatory conduct, you must report it to the Company at work@searcheye.io.

All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to work@searcheye.io.

 

Book a Demo